Business Context and Reporting Period
Silver Pegasus Acquisition Corp. (SPEG) is a Cayman Islands exempted corporation and a "blank check" company formed on June 5, 2024, to effect a business combination. This Form 10-Q covers the quarter ended September 30, 2025. The Company consummated its Initial Public Offering (IPO) on July 16, 2025, selling 11,500,000 Units at $10.00 per unit, including the full exercise of the underwriters' over-allotment option. As of the reporting date, the Company has not commenced operations and has not selected a specific business combination target.
Key Financial Metrics
| Metric | Value (Sep 30, 2025) |
|---|---|
| Trust Account Balance | $115,989,876 |
| Cash (Outside Trust) | $452,101 |
| Total Assets | $116,646,461 |
| Total Liabilities | $8,500,723 |
| Net Loss (3 Months Ended Sep 30, 2025) | $(967,044) |
| Net Loss (9 Months Ended Sep 30, 2025) | $(1,013,443) |
| Interest Income (Trust Account) | $989,876 |
| Derivative Liabilities (Rights & Warrants) | $4,369,075 |
| Deferred Underwriting Fee | $4,025,000 |
Material Changes vs. Prior Period
- Capitalization: The Company transitioned from a pre-IPO shell with minimal assets ($208,918 total assets as of Dec 31, 2024) to a post-IPO entity with over $116 million in assets following the July 2025 offering.
- Liabilities: Significant new liabilities were recorded, including derivative liabilities for Public Rights ($2,875,000) and Private Warrants ($1,494,075), and a deferred underwriting fee of $4,025,000.
- Operating Results: The Company reported a net loss of $967,044 for the three months ended September 30, 2025, compared to a net loss of $31,284 for the same period in 2024. The increase is primarily due to a $1,663,750 loss on derivative liabilities and transaction costs, partially offset by $989,876 in interest income from the Trust Account.
- Cash Flow: Net cash used in operating activities was $339,500 for the nine months ended September 30, 2025, driven by operating costs and changes in working capital, whereas no operating cash flow was reported for the inception period in 2024.
Outlook, Risks, and Management Commentary
- Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern for one year following the report date. The Company may need to raise additional capital through loans or investments from the Sponsor or third parties to meet working capital needs.
- Business Combination Timeline: The Company has 18 months from the closing of the IPO (July 16, 2025) to complete an initial business combination. If unsuccessful, the Company will liquidate and redeem public shares.
- Derivative Volatility: The Company recorded significant losses due to the fair value adjustment of warrant and right liabilities. These instruments are classified as liabilities and re-measured at each reporting period, creating volatility in net income.
- Risk Factors: Risks include geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts) affecting global markets, the inability to secure a business combination, and the potential inability to obtain additional financing.
Investor Verification Checklist
- Trust Account Yield: Verify the current interest rate environment and its impact on the $115.99 million held in the Trust Account, which directly affects the redemption value per share.
- Derivative Liability Valuation: Review the assumptions used (volatility, probability of business combination) in the fair value models for Public Rights and Private Warrants, as changes significantly impact reported net loss.
- Liquidity Runway: Assess the $452,101 in operating cash against the $10,000 monthly administrative fee and other operating expenses to determine the immediate need for Sponsor loans.
- Deferred Fees: Confirm the $4,025,000 deferred underwriting fee obligation and its impact on net proceeds available for a potential business combination.
- Share Structure: Note the separation of Units into Class A shares (SPEG) and Rights (SPEGR) effective September 8, 2025, and the trading implications thereof.